Experience

Corporate & Commercial

Derayah LLPC (Saudilegal) advises on the full spectrum of corporate and commercial transactions, including major joint ventures, mergers and acquisitions, corporate restructurings and various complex corporate transactions. The firm is consistently involved in high-profile and precedent-setting transactions, including advising on the first merger of wholly foreign owned companies in the Kingdom of Saudi Arabia as well as regularly working on high-profile matters, such as contracts relating to the Saudi Arabian Formula 1 Grand Prix, the Red Sea International Film Festival, the E-Sports Summit and advising foreign companies in relation to joint projects with the Saudi Arabian Public Investment Fund (PIF). A representative list of corporate and commercial expertise is set out below:

 

  • We represented an event management company in reviewing its contract with the Saudi Royal Court in connection with the E-Sports Summit which took place in Riyadh, 2023.
  • We advised an event management company in connection with event planning services for the first Saudi Arabian Formula 1 Grand Prix, held in December 2021. The race along the Jeddah Corniche marked the first Formula 1 world championship event to be hosted in the Kingdom, and was highly prestigious for the country, the organizers and our clients.
  • We advised POSCO in connection with a comprehensive partnership with the Public Investment Fund (PIF), Saudi Arabia’s sovereign wealth fund, in many areas. Under the agreement, PIF will invest more than US$ 1 billion in POSCO Engineering & Construction. In addition, PIF established a joint venture with POSCO to proceed with joint projects in the social overhead capital (SOC) sector. The joint venture will work together on construction projects of national importance. We are acting as POSCO’s Saudi Arabian counsel in this matter.
  • We acted as legal advisors to Cinépolis, facilitating the granting of Saudi Arabia’s fourth operational license to Lux Entertainment, a partnership between Cinépolis, the biggest cineplex chain in Mexico, Al-Hokair Group for Tourism and Development and Al-Tayer Group.
  • We advised Electrolux on the Saudi Arabian legal aspects of their US$ 3.3 billion deal to buy General Electric Co’s appliances business. This acquisition was the largest ever for Stockholm-based Electrolux, ranked as the world’s second biggest home appliance maker after US rival Whirlpool.
  • We advised Richard Attias & Associates in relation to the Red Sea International Film Festival. The Red Sea International Film Festival is an organized, extended presentation of movies, first launched in 2019 and held in Jeddah, Saudi Arabia. The festival is organized and operated by the Red Sea Film Festival Foundation, a Saudi non-profit cultural organization.
  • Our firm has been Ferrero’s Saudi Arabian legal advisor since 2003, in connection with a wide range of issues and transactions ranging from distributorship transfers, food regulations, promotions, competition law, intellectual property rights, employment law, setting up a trading joint venture and all other aspects of doing business.
  • We represented Al Raha Al Safi Food Company, in connection with the privatization of Sago’s milling operations. The first milling company (Milling Company 1) was sold for SAR 2.027 billion to the Raha al-Safi Consortium. This was the first privatization under Vision 2030.
  • We advised F. Hoffman La-Roche AG in the restructuring of its Saudi Arabian distribution operations and the setting up of a wholly owned trading subsidiary and continue advising the company on a wide range of issues on an ongoing basis including data protection, competition law issues and SFDA compliance.
  • We advised Medtronic and its local partner Gulf Medical Company in connection with the licensing and incorporation of a trading company in Riyadh.
  • We advised AGC Glass Europe, a Brussels based glass manufacturer, in connection with the licensing and incorporation of a joint venture company with a well-known Saudi Arabian conglomerate. The joint venture company would carry out the manufacturing and sale of coated glass. We advised on all Saudi Arabian legal aspects including the drafting of the joint venture agreement, articles of association, the structuring, management, shareholding and financing of the joint venture company.
  • We advised RAWEC, the operator of a combined water, steam and power plant which supplies desalinated water, power and steam to an offtaker’s facilities, on the definitive agreements related to a restructuring and assisted in the negotiations with the offtaker. We assisted in the preparation of the share sale transaction documents and facilitated the share transfer. In addition, we advised RAWEC and its shareholders, the existing IWSPP utility provider, to the Petro-Rabigh petrochemicals complex in connection with the financing of its plant and the utilities to be provided for the second-phase expansion of the petrochemicals complex.
  • We advised the selling shareholder in the sale of a large minority stake in an IWSPP to the social security and pension fund.
  • We advised Jotun paints, an international paint manufacturing and distribution company, on the acquisition of a Saudi Arabian paint manufacturing company.
  • We advised Varian Medical Systems International AG in connection with the licensing and incorporation of a trading company with its local partner to carry out the import and sale of Varian medical components and equipment and support services in relation thereto, including the installation and maintenance of such components and equipment.
  • We acted as Saudi Arabian counsel to a US based food company in connection with a proposed cross border acquisition of an international group including a Saudi Arabian biscuit manufacturer. We advised on Saudi Arabian law issues which included providing structuring, corporate, financing, real estate, employment and shareholding advice. In addition, we prepared definitive documents and a due diligence report relating to the Saudi Arabian biscuit manufacturer.
  • We advised an international food company on entering into a joint venture with a Saudi partner. We provided legal advice on the incorporation of a Saudi limited liability company carrying out trading activities and on the acquisition of certain assets by the new joint venture.
  • We acted for an Italian luxury goods manufacturer on the setup of a joint venture in Saudi Arabia to sell its products. Our work included providing advice on the joint venture agreement, supply agreement, service agreement and the articles of association, and advising upon retail showroom requirements, franchising and trademark regulations.
  • We reviewed a number of contracts for Richard Attias & Associates in relation to the organization of events for Fashion Futures, including the Saudi 100 Brands exhibition that took place in New York. This exhibition displayed the works of 100 Saudi designers and reflected KSA’s culture and heritage in fashion. The Saudi Fashion Commission, with the backing of the Ministry of Culture, hosted the exhibition.
  • We reviewed and advised upon the contract between Richard Attias & Associates and the National Events Centre. The contract governed certain services that were to be provided in connection with the Hegra Conference Project for Nobel Laureates 2022 that was held at the Al-Hegra site in Al-Ula Governorate.
  • We represented an event management company in reviewing and finalizing its contract with the Saudi Arabian Football Federation in connection with the FIFA Official Inspection Visit.
  • We advised a bank’s subsidiary on the drafting and execution of a share purchase agreement and the completion of the share transfer.
  • We advised a foreign steel maker on the establishment of a Saudi Arabian limited liability company that manufactures steel pipes and tubes in Saudi Arabia.
  • We are represented a US-based company on the buy-out of its Saudi joint venture partner. Our counsel included interpreting and providing advice on the Professional Companies Regulation.
  • We advised a foreign aircraft leasing company on the lease of 30 helicopters, originating from Europe. We also advised upon the purchasing company’s ability to lease a number of the purchased helicopters to foreign countries, and to have them returned to Saudi Arabia after the lease contract was completed.
  • We advised an international construction company on issues relating to joint venture share sales and on liquidation.
  • We represented The Mosaic Company in connection with a joint venture between Mosaic, Ma’aden and Sabic for the development, construction, operation and maintenance of the Waad Al-Shamal Phosphate project in Saudi Arabia.
  • We advised GE CAS in relation to the sale and lease novation by GE CAS of a portfolio of two Airbus A320-200 aircraft to a newly formed, bankruptcy-remote special purpose entity. Both aircraft are currently leased to Saudi Arabian Airlines.
  • We advised an international software company in connection with a contract for the design, development and implementation of an information system for the Saudi Arabian Ministry of Interior.
  • We advised Varian Medical Systems in connection with the sale and installation of a proton therapy centre for King Fahd Medical City in Riyadh, the first such treatment centre in the Middle East.
  • We acted as local counsel to Vista Equity Partners in connection with its acquisition of the Thomson Reuters Trade and Risk Management business.
  • We advised Tokio Marine & Nichido (Saudi Arabia) Ltd in connection with the initial public offering of 30% of its share capital as part of its licensing and incorporation pursuant to the Control of Cooperative Insurance Companies Regulation of 2003.
  • We represented Singapore Airport Terminal Services in connection with an acquisition of a 40% equity stake in Adel Abuljadayel Flight Catering Company Limited.
  • We advised affiliated shareholders of two wholly foreign owned Saudi companies in the merger of their subsidiaries. This was the first merger of wholly foreign owned companies in Saudi Arabia.
  • We advised Red Sea Gateway Terminal and Red Sea Ports Development Company in connection with a corporate restructuring, including the implementation of securities structure and undertakings related to the company’s financing arrangements.
  • We advised Sadafco, a Saudi Arabian listed company, in connection with the sale of its 51% shareholding in Saudi New Zealand Dairy Company to Fonterra, the New Zealand dairy marketing board.
  • We advised Tiger Global Management in connection with the Saudi Arabian aspects of the sale of Maktoob.com, the leading online community in the Arab world with over 16.5 million users, to Yahoo!
  • We advised Arcelor-Mittal in connection with its first manufacturing joint venture in Saudi Arabia.
  • We advised on a long-term basis an international tug owner and operator in connection with its Saudi Arabian operations, including contracts with Saudi Aramco and ongoing operational issues.
  • We advised on a long-term basis a Saudi Arabian shipowner, tug owner and bunker supplier in connection with all legal aspects relating to its business including registration and flagging issues, and contracts with Saudi Aramco and Saudi Arabian authorities.
  • We advise on an ongoing basis an international marine supply services provider in connection with its Saudi Arabian operations, including the setting up of a Saudi Arabian affiliate, contracts with Saudi Aramco, ongoing operational issues, and flagging issues arising under the Commercial Maritime Law of 2018.
  • We advised on a long-term basis a Saudi Arabian insurer in connection with its operations, including insurance contracts, reinsurance contracts, and contracts with insurance brokers.
  • We advised an international health insurance company in connection with its Saudi Arabian operations, including the setting up of an affiliate and ongoing regulatory issues.
  • We advised on a long-term basis an international soft drinks manufacturer, including its Saudi Arabian distribution and third-party contracts.